Audit Report of Independent Certified Public Accountants

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1 Audit Report of Independent Certified Public Accountants The Board of Directors Acer Incorporated: We have audited the non-consolidated balance sheets of Acer Incorporated (the Company ) as of June 30, 2005 and 2004, and the related non-consolidated statements of income, changes in stockholders equity, and cash flows for the six-month periods then ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audits. Except as stated in the third paragraph, we conducted our audits in accordance with auditing standards generally accepted in the Republic of China and the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The Company s long-term equity investments of 41,131,139 thousand and 45,822,199 thousand, long-term equity investment credits of 390,694 thousand and 1,214,771 thousand, deferred inter-company profits of 103,968 thousand and 52,798 thousand and foreign currency translation adjustment of (846,306) thousand and 195,546 thousand as of June 30, 2005 and 2004, respectively, and related net investment income of 3,232,375 thousand and 1,623,069 thousand and change in unrealized inter-company profits of 32,862 and 2,230 thousand for the six-month periods ended June 30, 2005 and 2004, respectively, were accounted for under the equity method based on the unaudited financial statements of the related investees of the Company. Therefore, we are unable to evaluate the effect on the Company s financial statements referred to in the first paragraph if such investees financial statements were audited by independent auditors. In addition, the information related to investee companies and investments in Mainland China as stated in note 11(2) is provided by investee companies and is not audited using the audit procedures as stated in the second paragraph. In our opinion, except for the effect of possible adjustments, if any, that might have been determined to be necessary had the investees financial statements been audited by independent auditors, the nonconsolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Acer Incorporated as of June 30, 2004 and 2005, and the results of its operations and its cash flows for the six-month periods then ended, in conformity with accounting principles generally accepted in the Republic of China. As stated in note 2(12) to the non-consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 35 Accounting for Assets Impairment starting from January 1, The effect of this accounting change is discussed in note 3. We have reviewed the consolidated financial statements as of and for the six-month period ended June 30, 2005 prepared by the Company. Based on our reviews, we express an unqualified review opinion with an explanatory paragraph related to a change in accounting principles on the consolidated financial statements.

2 KPMG Certified Public Accountants August 22, 2005 This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditors report shall prevail.

3 Non-Consolidated Balance Sheets June 30, 2005 and 2004 (Expressed in thousands of New Taiwan dollars) Assets Current assets: Cash and cash equivalents 11,397,178 2,682,003 Short-term investments 4,055,192 5,118,783 Notes and accounts receivable, net of allowance for doubtful accounts of 89,427 thousand and 47,024 thousand as of June 30, 2005 and 2004, respectively 11,598,142 2,707,643 Receivables from related parties 21,781,922 15,728,595 Other financial assets 1,538, ,548 Inventories 3,948,450 3,168,968 Deferred income tax asset 623, ,163 Prepaid expenses and other current assets 125,475 81,966 Total current assets 55,067,816 30,766,669 Long-term equity investments: Accounted for using equity method 41,131,139 45,822,199 Accounted for using cost method or lower-of-cost-or-market-value method 3,428,687 3,843,921 Allowance for unrealized depreciation on investments - (190,300) Net long-term equity investments 44,559,826 49,475,820 Property and equipment: Land 1,722,897 1,722,897 Buildings and improvements 3,153,648 3,163,068 Machinery and computer equipments 565, ,696 Transportation equipments 30,213 32,246 Furniture and fixtures 17,329 22,047 Other equipments 15,252 14,033 Leasehold improvements 26,357 26,684 Construction in progress and advance payments for purchases of property and equipment 82,532 20,839 5,614,135 5,538,510 Less: accumulated depreciation (977,169) (780,650) accumulated impairment (495,000) - Net property and equipment 4,141,966 4,757,860 Intangible assets 414, ,778 Refundable deposits 341, ,495 Deferred expenses 91, ,598 Long-term accounts receivable 269,496 95,680 Property not used in operation 4,173,425 4,779,640 Total assets 109,059,893 90,727,540 Liabilities and Stockholders Equity Current liabilities: Notes and accounts payable 26,588,303 10,696,313 Payables to related parties 5,271,057 5,410,123 Current installments of bonds payable 3,000,000 3,000,000 Royalties payable 2,868,866 1,362,123 Accrued cash dividends, employees bonuses and directors 4,959,163 5,107,074 and supervisors remuneration Accrued expenses and other current liabilities 5,007,596 3,320,545 Deferred inter-company profits 103,968 52,798 Total current liabilities 47,798,953 28,948,976 Long-term liabilities: Bonds payable - 3,000,000 Deferred income tax liability 897, ,769 Other liabilities 85,249 80,977 Long-term equity investment credits 390,694 1,214,771 Total long-term liabilities 1,373,679 4,464,517 Total liabilities 49,172,632 33,413,493 Stockholders equity: Common stock 20,933,677 20,012,934 Stock dividends to be distributed 1,611,510 1,432,537 Capital surplus 29,480,510 31,861,182 Retained earnings: Legal reserve 5,621,115 4,919,949 Special reserve 2,017,819 1,261,851 Unappropriated earnings 4,416,490 3,598,054 Other stockholders equity components: Unrealized loss on long-term equity investments - (190,300) Foreign currency translation adjustment (846,306) 195,546 Hedge revaluation gain 63,726 29,688 Treasury stock (3,411,280) (5,807,394) Total stockholder s equity 59,887,261 57,314,047 Commitments and contingencies Total liabilities and stockholders equity 109,059,893 90,727,540

4 Non-Consolidated Statements of Income For the six-month periods ended June 30, 2005 and 2004 (Expressed in thousands of New Taiwan dollars, except per share data) Revenues 84,882,319 54,978,274 Sales return and allowances (1,098,086) (1,523,006) Net Revenue 83,784,233 53,455,268 Cost of revenues (80,209,007) (50,942,347) Gross profit 3,575,226 2,512,921 Changes in unrealized inter-company profits (32,862) (2,230) Realized gross profit 3,542,364 2,510,691 Operating expenses: Selling (1,271,266) (1,044,508) Administrative (93,138) (74,393) Research and development (28,398) (14,930) Total operating expenses (1,392,802) (1,133,831) Operating income 2,149,562 1,376,860 Non-operating income and gains: Interest income 53,085 5,524 Investment income recognized by equity method 568,893 - Gain on disposal of investments, net 2,424,403 2,070,843 Foreign exchange gain, net 36,236 - Other income 134, ,653 3,216,886 2,197,020 Non-operating expenses and loss: Interest expense (96,024) (183,888) Investment loss recognized by equity method - (403,612) Investment loss recognized by cost method (23,000) - Foreign exchange gain, net - (148,073) Assets impairment loss (548,000) - Other loss (1,650) (158,362) (668,674) (893,935) Income before income taxes 4,697,774 2,679,945 Income tax expense (288,060) (279,631) Net income 4,409,714 2,400,314 Earnings per common share (in New Taiwan dollars): Before After Before After income income income income tax tax tax tax Basic earnings per common share Diluted earnings per common share

5 Non-Consolidated Statements of Changes in Stockholders Equity For the six-month periods ended June 30, 2005 and 2004 (Expressed in thousands of New Taiwan dollars) Common stock Convertible Retained earnings bonds being converted to Stock common dividends to Capital Legal Special Unappropriated stock be distributed surplus reserve reserve earnings Unrealized loss on long-term equity investments Foreign currency translation adjustment Hedge revaluation gain (loss) Total stockholders Treasury stock equity Balance at January 1, 2004 $ 20,650,877 86,121-33,347,630 4,188,567 1,671,291 9,512,855 (186,122) 491,763 (24,370) (6,730,384) 63,008, net income ,400, ,400,314 Foreign currency translation adjustment (296,217) - - (296,217) Hedge revaluation loss ,058-54,058 Convertible bonds converted into common stock 255,787 (86,121) - 515, ,023 Appropriation approved by the stockholders: Legal reserve ,382 - (731,382) Stock dividends and employees bonuses in stock , (940,008) Capital surplus transferred to common stock ,529 (492,529) Reverse of special reserve (409,440) 409, Cash dividends (4,925,285) (4,925,285) Directors and supervisors remuneration (69,919) (69,919) Employees bonuses in cash (111,870) (111,870) Unrealized loss on long-term equity investment (4,178) (4,178) Increase in capital surplus resulting from long-term equity investments accounted for by the equity method Common stock acquired by the Company (3,761,064) (3,761,064) Disposal of the Company s common stock held by subsidiaries (2,872) ,202 (670) Disposal of treasury stock (803) , ,247 Cancellation of treasury stock (893,730) - - (1,509,656) - - (1,942,416) ,345,802 - Balance at June 30, ,012,934-1,432,537 31,861,182 4,919,949 1,261,851 3,598,054 (190,300) 195,546 29,688 (5,807,394) 57,314,047 Balance at January 1, 2005 $ 20,933, ,541,968 4,919,949 1,261,851 7,029,767 (214,814) 132,516 (516,611) (3,411,280) 60,677, net income ,409, ,409,714 Foreign currency translation adjustment (978,822) - - (978,822) Hedge revaluation gain , ,337 Appropriation approved by the stockholders: Legal reserve ,166 - (701,166) Stock dividends and employees bonuses in stock , (606,694) Special reserve ,968 (755,968) Capital surplus transferred to common stock - - 1,004,816 (1,004,816) Cash dividends (4,814,746) (4,814,746) Directors and supervisors remuneration (55,545) (55,545) Employees bonuses in cash (88,872) (88,872) Unrealized loss on long-term equity investments , ,814 Decrease in capital surplus resulting from long-term equity investments accounted for by the equity method (56,642) (56,642) Balance at June 30, ,933,677-1,611,510 29,480,510 5,621,115 2,017,819 4,416,490 - (846,306) 63,726 (3,411,280) 59,887,261

6 Non-Consolidated Statements of Cash Flows For the six-month periods ended June 30, 2005 and 2004 (Expressed in thousands of New Taiwan dollars) Cash flows from operating activities: Net income 4,409,714 2,400,314 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 119, ,312 Amortization 135, ,263 Loss on disposal of assets, net Gain on disposal of investments, net (2,424,403) (2,070,843) Realized translation loss 12,074 - Net investment income on long-term equity investments accounted for by equity method, (3,180,197) 115,234 net of cash dividends received Investment loss on long-term equity investments accounted for by cost method 23,000 - Assets impairment loss 548,000 - Provision for redemption of convertible bonds - 6,542 Deferred income tax expense 288, ,425 Changes in operating assets and liabilities: - Notes and accounts receivable (659,667) (75,981) Receivables from related parties (1,476,676) 1,360,990 Inventories (1,119,079) (1,557,838) Other financial assets, prepaid expenses and other current assets (757,312) 46,230 Long-term accounts receivable (149,060) (95,680) Notes and accounts payable 7,438,585 (375,734) Payables to related parties 24,980 (241,352) Deferred inter-company profits 32,862 2,231 Royalties payable, accrued expenses and other current liabilities 867,367 (412,442) Other liabilities (1,791) (17,109) Cash provided by (used in ) operating activities 4,131,740 (395,448) Cash flows from investing activities: Decrease in short-term investments 7,779,732 4,171,448 Proceeds from disposal of long-term investments ,066 Proceeds from disposal of property and equipment 2,119 2,597 Additions to property and equipment (65,242) (41,033) Increase in intangible assets (58,884) (16,511) Increase in long-term equity investments (440,440) (266,447) Refund from reduction in investees share capital 1,320,483 - Decrease in loans and advances to related parties 82, ,356 Decrease in refundable deposits, deferred expenses and other assets 93,166 86,697 Cash provided by investing activities 8,713,600 5,032,173 Cash flows from financing activities: Decrease in short-term borrowings (131,917) (979,400) Redemption of bonds payable (3,000,000) - Purchase of treasury stock - (3,761,064) Disposal of treasury stock - 335,247 Cash used in financing activities (3,131,917) (4,405,217) Net increase in cash and cash equivalents 9,713, ,508 Cash and cash equivalents at beginning of period 1,683,755 2,450,495 Cash and cash equivalents at end of period 11,397,178 2,682,003 Supplemental disclosures of cash flow information: Interest paid 182, ,298 Income taxes paid 5,610 86,673 Supplementary schedules of non-cash investing and financing activities: Accrued cash dividends, employees bonuses and directors and supervisors remuneration 4,959,163 5,107,074 Foreign currency translation adjustment (990,896) (296,217) Accounts receivable transferred to investments in a subsidiary company - 998,070

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